EXHIBIT 31.2
              CERTIFICATION OF CHIEF EXECUTIVE OFFICER
           PURSUANT TO RULE 13a-14 AS ADOPTED PURSUANT TO
            SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Garrett Sullivan, the Chief Financial Officer of Cognitronics
Corporation, certify that:
        1. I have reviewed this annual report on Form 10-K of
           Cognitronics Corporation;
        2. Based on my knowledge, this annual report does not contain
           any untrue statement of a material fact or omit to state a
           material fact necessary to make the statements made, in light
           of the circumstances under which such statements were made,
           not misleading with respect to the period covered by this
           annual report;
        3. Based on my knowledge, the financial statements, and other
           financial information included in this annual report, fairly
           present in all material respects the financial condition,
           results of operations and cash flows of the registrant as of,
           and for, the periods presented in this annual report;
        4. The registrant's other certifying officer and I are responsible
           for establishing and maintaining disclosure controls and
           procedures (as defined in Exchange Act Rules 13a-15(e) and
           15d-15(e)) for the registrant and we have:
                1. Designed such disclosure controls and procedures, or
                   caused such disclosure controls and procedures to be
                   designed under our supervision, to ensure that material
                   information relating to the registrant, including its
                   consolidated subsidiaries, is made known to us by
                   others within those entities, particularly during
                   the period in which this report is being prepared;
                2. Evaluated the effectiveness of the registrant's
                   disclosure controls and procedures and presented in
                   this report our conclusions about the effectiveness
                   of the disclosure controls and procedures, as of the end
                   of the period covered by this report based on such
                   evaluation; and
                3. Disclosed in this report any change in the registrant's
                   internal control over financial reporting that occurred
                   during the registrant's most recent fiscal quarter (the
                   registrant's fourth fiscal quarter in the case of an
                   annual report) that has materially affected, or is
                   reasonably likely to materially affect, the registrant's
                   internal control over financial reporting; and
        5. The registrant's other certifying officer and I have disclosed,
           based on our most recent evaluation of internal control over
           financial reporting, to the registrant's auditors and the audit
           committee of the registrant's board of directors (or persons
           performing the equivalent functions):
                1. All significant deficiencies and material weaknesses in
                   the design or operation of internal control over
                   financial reporting which are reasonably likely to
                   adversely affect the registrant's ability to record,
                   process, summarize and report financial information; and
                2. Any fraud, whether or not material, that involves
                   management or other employees who have a significant role
                   in the registrant's internal control over financial
                   reporting.

Date:  March 30, 2005
                                                     /s/ Garrett Sullivan
                                                        Garrett Sullivan
                                                   Chief Financial Officer